Document background
The Restricted Stock Agreement is a crucial document for Dutch companies implementing equity-based compensation programs. It is commonly used when companies want to grant actual shares (rather than options or RSUs) to employees, directors, or consultants while maintaining certain controls through vesting conditions and transfer restrictions. The agreement must comply with Dutch corporate law requirements, including specific provisions of the Dutch Civil Code (Burgerlijk Wetboek) regarding share transfers and restrictions. It's particularly relevant for private companies, scale-ups, and listed companies looking to align recipient interests with company growth while ensuring retention. The document typically forms part of a broader equity incentive scheme and must account for Dutch tax implications, securities laws, and where applicable, works council approval requirements.
